AGENUS INC. (NASDAQ:AGEN) Files An 8-K Termination of a Material Definitive AgreementItem 1.02
As previously disclosed, on January6, 2018, Agenus Inc. (“Agenus”), through its wholly-owned subsidiary, Antigenics LLC (“Antigenics”), entered into a Royalty Purchase Agreement (the “Royalty Purchase Agreement”) with Healthcare Royalty Partners III, L.P. and certain of its affiliates (collectively, “HCR”). The closing under the Royalty Purchase Agreement occurred on January19, 2018 (the “Closing”). to the terms of the Royalty Purchase Agreement, HCR purchased 50% of Antigenics’ worldwide rights to receive royalties from GlaxoSmithKline (“GSK”) on sales of GSK’s vaccines containing Agenus’ QS-21 Stimulon® adjuvant. As consideration for the purchase of the royalty rights, HCR paid $190.0million at Closing, less certain transaction expenses. Antigenics is also entitled to receive up to $40.35million in milestone payments based on sales of GSK’s vaccines as follows: (i)$15.1million upon reaching $2.0billion last-twelve-months net sales any time prior to 2024 and (ii) $25.25million upon reaching $2.75billion last-twelve-months net sales any time prior to 2026. Antigenics would owe approximately $25.9million to HCR in 2021 if neither of the following sales milestones are achieved: (i) 2019 sales exceed $1.0billion or (ii) 2020 sales exceed $1.75billion (the “Rebate Payment”). As part of the transaction, Agenus provided a guaranty for the potential Rebate Payment and secured the obligation with substantially all of its assets to a security agreement, subject to certain customary exceptions and excluding all assets necessary for AgenTus Therapeutics, Inc.
At the Closing, approximately $161.9million of the proceeds were used to redeem Antigenics’ $115.0million principal amount of notes issued to the Note Purchase Agreement dated September4, 2015 with Oberland Capital SA Zermatt LLC and the purchasers named therein (the “Note Purchase Agreement”), and the Note Purchase Agreement and the notes issued thereunder have been redeemed in full and terminated.
On January22, 2018, Agenus issued a press release relating to the Closing. A copy of this press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.
| Item 1.02 | Completion of Acquisition or Disposition of Assets. |
The information provided above in this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.
| Item 1.02 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided above in this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.
| Item 1.02 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The information provided above in this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.
| Item 1.02 | Financial Statements and Exhibits. |
(d) Exhibits
AGENUS INC ExhibitEX-99.1 2 d521286dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Agenus Inc. Closes $230 Million Royalty Monetization with HealthCare Royalty Partners LEXINGTON,…To view the full exhibit click here
About AGENUS INC. (NASDAQ:AGEN)
Agenus Inc. (Agenus) is an immuno-oncology company. The Company is engaged in discovering and developing treatments for patients with cancer. Its approaches are driven by platforms and programs, which include antibody discovery platform, including Retrocyte Display, SECANT yeast display and phage display technologies designed to produce human antibodies; antibody candidate programs, including checkpoint modulator (CPM) programs; vaccine programs, including Prophage and AutoSynVax, and saponin-based vaccine adjuvants, principally QS-21 Stimulon adjuvant (QS-21 Stimulon). The Company has a portfolio of programs in various stages of development, including a series of antibodies in discovery and pre-clinical and clinical development, Prophage vaccine, a Heat Shock Protein (HSP)-based vaccine candidate for a form of brain cancer that has completed Phase II trials, and a number of QS-21 Stimulon-containing vaccine candidates in late stage development.
